Vermont: Corporate Shareholder Meeting, Proxy, and Written-Consent Requirements

Requirements one by one

11A V.S.A. § 1.01 names Title 11A the Vermont Business Corporation Act, and
§ 1.40(4)-(5) limits the defined domestic corporation to a Vermont for-profit
corporation while treating electronic transmission as a delivery method. This
page follows the ordinary private corporation's shareholder procedure, subject
to its articles, bylaws, share rights, and any qualifying agreement.

Annual and special meetings

11A V.S.A. § 7.01 requires an annual meeting in Vermont unless the bylaws allow
an out-of-state location. The bylaws fix the place; absent a place, the meeting
is at the principal office. The same section allows an electronic or
telecommunications meeting, including videoconference, and says missing the
bylaw-fixed time does not invalidate corporate action.

Under 11A V.S.A. § 7.03, an eligible shareholder may seek a court-ordered
annual meeting once the earlier of six months after fiscal-year end or 15 months
after the last annual meeting passes without one. The court may set the time,
place, record date, notice, participating shares, and matter-specific quorum.

11A V.S.A. § 7.02 requires a special meeting on the board's call, on the call
of a person authorized by the articles or bylaws, or after holders of at least
10% of the votes on a proposed issue sign, date, and deliver demands to the
secretary describing the purposes. Unless another date is fixed, the first
signer sets the demand record date. A signer may use § 7.03 if notice does not
issue within 30 days after delivery or the meeting is not held as noticed.

Notice, record dates, lists, and electronic meetings

11A V.S.A. § 7.05 sets a 10-to-60-day notice window and requires the meeting's
date, time, and place. Annual notice ordinarily need not state a purpose;
special notice must, and § 7.02 limits the meeting to that described business.
An announced adjournment ordinarily needs no new notice unless a new record
date applies.

Under 11A V.S.A. § 7.06, a shareholder may sign and deliver a written waiver
before or after the stated time. Attendance also waives a notice defect or an
out-of-notice matter unless the shareholder makes the timely objection the
section describes; that objection preserves a judicial challenge.

11A V.S.A. § 7.07 lets the bylaws fix or provide for fixing a record date, with
the board supplying a future date if the bylaws do not. A fixed date must be
10 to 70 days before the meeting or action. A meeting adjourned more than 120
days generally requires a new record date. Sections 7.02(b), 7.04(c), and
7.05(d) supply the first-signature or day-before-first-notice defaults.

11A V.S.A. § 7.20 requires an alphabetical list arranged by voting group,
class, or series and showing each listed holder's address and shares. It is
available beginning two business days after notice through the meeting. A
court may compel inspection or copying and postpone the meeting. Vermont adds
a sharp consequence for a timely pre-action objection: meeting action is
negated unless the corporation supplies the list and recesses at least five
days or obtains a court ruling that the refusal or failure was lawful.

Sections 7.01 and 7.02 allow any electronic or telecommunications mechanism,
including videoconference, for annual and special meetings. Unlike statutes
that enumerate separate platform safeguards, these cited provisions do not
state identity verification, access, communication-record, alternative-access,
or deemed-present conditions.

Proxies, quorum, and voting

11A V.S.A. § 7.22 permits a personally or attorney-signed proxy form and an
electronic transmission to the corporation or its authorized agent, expressly
including telephone and email. The appointment becomes effective on authorized
receipt and lasts 11 months unless it states a longer period. It remains
revocable unless the form conspicuously says otherwise and the proxy is coupled
with a listed interest. Death or incapacity changes corporate acceptance only
after the authorized tabulator receives notice.

11A V.S.A. § 7.24 supplies good-faith standards for accepting or rejecting a
vote, consent, waiver, or proxy appointment. A reasonable basis to doubt the
signature, signing authority, or proxy transmission permits rejection; action
based on a qualifying decision remains valid unless a court decides otherwise.

11A V.S.A. § 7.25 sets a majority of votes entitled by the voting group as the
ordinary quorum. Once represented, a share remains present through the meeting
and an adjournment unless a new record date applies. For matters other than
director elections, votes cast in favor must exceed votes cast against.
Section 7.27 lets the articles require a greater quorum or vote.

11A V.S.A. §§ 7.27-7.28 let the articles impose greater quorum or voting
requirements, default director elections to plurality, and make cumulative
voting an articles opt-in. Even then, cumulative voting at a particular meeting
requires either a conspicuous statement in the meeting notice or accompanying
proxy statement, or a qualifying shareholder's notice at least 48 hours before
the meeting.

Written consent and ownership boundaries

11A V.S.A. § 7.04 makes unanimous consent available unless the articles
preclude action without a meeting. Electronic communications and electronic
records count as writing, and the signed consents must describe the action and
be delivered for the minutes or corporate records.

A lower threshold is not automatic. The articles must specifically authorize
it, and the threshold is at least a majority of all shares entitled to vote.
Each shareholder receives prior notice, and all shareholders entitled to vote
receive prompt notice after less-than-unanimous action. Section 7.04 gives the
consent the effect of a meeting vote but states no separate collection period,
revocation procedure, or delayed effective-time rule.

11A V.S.A. §§ 7.23-7.24 let the corporation create a procedure recognizing a
beneficial owner whose shares are registered to a nominee while keeping
signature and transmission acceptance separate. Sections 7.30 and 7.31 govern
voting trusts and voting agreements, while § 7.32 governs qualifying
shareholder agreements and ends that route when the corporation becomes
public. Those systems, federal proxy law, contested elections, fiduciary
claims, and transaction-specific approvals are outside this routine-procedure
answer.

What trips people up

The articles can remove the unanimous-consent route entirely. They also must
contain specific authority before a majority of all voting shares can act
without a meeting; ordinary meeting voting rules do not create that route.

Vermont's shareholder-list remedy is not merely prospective. After a timely
objection, 11A V.S.A. § 7.20(e) negates action unless the corporation provides
the list and recesses for at least five days or obtains the specified court
ruling.

Electronic-meeting authority is concise. Sections 7.01 and 7.02 authorize the
mechanism but do not supply the detailed identity, access, recording, and
deemed-presence conditions found in some other state statutes; governing
documents and the actual meeting process therefore remain important facts.

Common questions

Can the articles set a lower special-meeting demand percentage?

Not under the surveyed special-meeting text. 11A V.S.A. § 7.02 fixes the
holder-demand route at at least 10% of all votes entitled on an issue, while
allowing the articles or bylaws to authorize other persons to call a meeting.

Does an electronic proxy need a paper follow-up?

Section 7.22 does not impose one. It expressly permits appointment by electronic
transmission, including telephone or email, and makes the appointment effective
when the secretary or other authorized tabulator receives it.

Does failure to hold the annual meeting undo other corporate action?

No. Section 7.01 says failure to hold the meeting at the bylaw-fixed time does
not affect the validity of corporate action, although § 7.03 gives an eligible
shareholder a court route after its statutory clock runs.

Statutes and sources

• 11A V.S.A. §§ 1.01 and 1.40(4)-(5) — Act title, domestic for-profit
  corporation, and delivery definition. Official current Chapter 1
  text (accessed
  August 23, 2026; checked against the official 2026 acts table).
• 11A V.S.A. §§ 7.01-7.07 — annual and special meetings, court relief,
  consent, notice, waiver, and record dates. Official current Chapter 7
  text (accessed
  August 23, 2026; checked against the official 2026 acts table).
• 11A V.S.A. §§ 7.20 and 7.22-7.28 — shareholder list, proxies, nominee
  recognition, acceptance, quorum, ordinary voting, and director elections.
  Official current Chapter 7
  text (accessed
  August 23, 2026; checked against the official 2026 acts table).
• 11A V.S.A. §§ 7.30-7.32 — voting trusts, voting agreements, and
  shareholder agreements. Official current Chapter 7
  text (accessed
  August 23, 2026; checked against the official 2026 acts table).